CCR19980140 The City Clerk read the following resolution:
Resolution No. 14-98
A RESOLUTION AUTHORIZING THE CITY OF MUSKEGO
TO BORROW THE SUM OF $2,300,000 BY ISSUING
GENERAL OBLIGATION PROMISSORY NOTES PURSUANT TO
SECTION 67.12(12) OF THE WISCONSIN STATUTES
AND AUTHORIZING THE SALE OF THE NOTES
WHEREAS the City of Muskego, Waukesha County, Wisconsin
(sometimes hereinafter called the "City") is presently in need of
the sum of Two Million Three Hundred Thousand Dollars
costs of the construction of a new library, 1998 capital projects
($2,300,000) for public purposes, including paying part of the
and 1998 water projects in the City; and
WHEREAS the Common Council deems it necessary and in the
best interest of the City that the monies needed for such
purposes be borrowed by issuing general obligation promissory
notes pursuant to the provisions of Section 67.12(12), Wis.
Stats., upon the terms and conditions hereinafter provided; and
issue of $2,300,000 General Obligation Promissory Notes (the
"Notes") ; and
WHEREAS the City has duly received bids for its proposed
a WHEREAS it has been determined that the best bid received
was that submitted by Dain Rauscher Incorporated;
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the
City of Muskego, Waukesha County, Wisconsin, that:
Section 1. Award. The bid of Dain Rauscher Incorporated,
accepted and the Mayor and City Clerk are authorized and directed
for the purchase price of $2,289,114.25, be and it hereby is
to execute an acceptance of the offer of said successful bidder
on behalf of the City. The good faith deposit of the successful
bidder shall be retained by the City Treasurer until the closing
unsuccessful bidders shall be promptly returned.
of the note issue, and any good faith deposits submitted by
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execute and deliver the Notes to said purchaser, for and on
behalf of the City. The Notes shall be negotiable, general
principal and interest, in the denomination of Five Thousand
obligation promissory notes of the City, registered as to both
Dollars ($5,000) each, or whole multiples thereof, numbered from
R-l upward and dated February 1, 1998. The Notes shall mature on
June 1 of each of the years and shall bear interest at the rates
per annum as follows:
-. The Mayor and City Clerk shall make,
Year Amount Interest Rate
1999
2000
2001
2002
2003
2004
2005
2006
2007
$ 65,000
225,000
125,000
285,000
350,000
425,000
450,000
275,000
100,000
4.250%
4.250
4.250
4.250
4.250
4.250
4.250
4.375
4.300
Said interest shall be payable on June 1 and December 1 of each
year, commencing June 1, 1998. Interest shall be computed upon
the basis of a 360-day year of twelve 30-day months and will be
rounded pursuant to the rules of the Municipal Securities
Rulemaking Board.
subject to call and prior payment at the option of the City in
whole or from time to time in part on June 1, 2004 or any date
thereafter at the price of par plus accrued interest to the date
of redemption. The amounts and maturities of the Notes to be
redeemed shall be selected by the City. If less than the entire
principal amount of any maturity is to be redeemed, the Notes of
that maturity which are to be redeemed shall be selected by lot.
Notes maturing in the years 2005 through 2007 shall be
Section 3. Form of Notes. The Notes shall be in
substantially the form set forth on Exhibit A.
Section 4. Tax Provisions.
of paying the principal of and interest on each of said Notes as
(A) Direct, Annual IrreDealable Tax. For the purpose
the same respectively falls due, the full faith, credit and
taxing powers of the City are hereby irrevocably pledged and
there be and there hereby is levied on all of the taxable
property in the City a direct, annual irrepealable tax in an
amount and at the times sufficient for said purpose, such tax to
be for the following years and in the following minimum amounts:
For the year 1998
For the year 1999
For the year 2000
For the year 2002
For the year 2001
For the year 2003
For the year 2004
For the year 2005
For the year 2006
$243,308.33
217,593.75
310,156.25
359,318.75
410,825.00
469,356.25
475,762 50
285,287.50
102,187.50
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(B) Tax Collection. The City shall be and continue
without power to repeal such levy or obstruct the collection of
said tax until all such payments have been made or provided for.
After the issuance of the Notes, said tax shall be, from year to
year, carried into the tax rolls of the City and collected as
other taxes are collected, provided that the amount of tax
carried into said tax rolls may be reduced in any year by the
amount of any surplus money in the Debt Service Account created
in Section 5 (A) hereof.
(C) Additional Funds. If at any time there shall be on
principal and/or interest payments on said Notes when due, the
hand insufficient funds from the aforesaid tax levy to meet
requisite amounts shall be paid from other funds of the City then
available, which sums shall be replaced upon the collection of
the taxes herein levied.
(D) ADDrODriatiOn. There be and there hereby is
appropriated from proceeds of the Notes or other funds of the
Account to meet payments with respect to debt service due on
City on hand a sum sufficient to be deposited in the Debt Service
June 1, 1998 and December 1, 1998, which sum may be returned to
the general fund upon collection of the taxes herein levied for
the year 1998.
Section 5. Debt Service Fund and Account.
0 is established in the treasury of the City, if one has not (A) Creation and DeDosits. There be and there hereby
already been created, a debt service fund, separate and distinct
with generally accepted accounting principles. Sinking funds
from every other fund, which shall be maintained in accordance
established for obligations previously issued by the City may be
considered as separate and distinct accounts within the debt
service fund.
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established a separate and distinct account designated as the
"Debt Service Account for $2,300,000 General Obligation
Account") and such account shall be maintained until the
Promissory Notes dated February 1, 1998, I' (the "Debt Service
extinguished The City Treasurer shall deposit in such Debt
indebtedness evidenced by the Notes is fully paid or otherwise
Service Account (i) all accrued interest received by the City at
the time of delivery of and payment for the Notes; (ii) the taxes
herein levied for the specific purpose of meeting principal of
and interest on the Notes when due; (iii) such other sums as may
Notes when due; (iv) any premium which may be received by the
be necessary at any time to pay principal of and interest on the
City above the par value of the Notes and accrued interest
thereon; (v) surplus monies in the Borrowed Money Fund as
Within the debt service fund, there be and there hereby is
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specified in Section 6 hereof; and (vi) such further deposits as
may be required by Sec. 67.11, Wis. Stats.
(B) Use and Investment. No money shall be withdrawn
other than the payment of principal of and interest on the Notes
from the Debt Service Account and appropriated for any purpose
until all such principal and interest has been paid in full and
canceled; provided (i) the funds to provide for each payment of
principal of and interest on the Notes prior to the scheduled
receipt of taxes from the next succeeding tax collection may be
maturing in time to make such payments when they are due or in
invested in direct obligations of the United States of America
other investments permitted by law; and (ii) any funds over and
above the amount of such principal and interest payments on the
Notes may be used to reduce the next succeeding tax levy, or may,
at the option of the City, be invested by purchasing the Notes as
permitted by and subject to Section 67.11(2)(a), Wis. Stats., in
other obligations of the City or in other investments permitted
interest-bearing obligations of the United States of America, in
by law, which investments shall continue to be a part of the Debt
Service Account.
paid in full and canceled, and all permitted investments disposed
(C) Remainins Monies. When all of the Notes have been
of, any money remaining in the Debt Service Account shall be
deposited in the general fund of the City, unless the Common
Council directs otherwise.
the City upon the delivery of the Notes to the purchaser thereof,
except for accrued interest and premium, if any, shall be
deposited by the City Treasurer into a special fund (the
"Borrowed Money Fund") which shall be maintained separate and
distinct from all other funds of the City and shall be used for
no purpose other than the purposes for which the Notes are
issued. Monies in the Borrowed Money Fund may be temporarily
invested as provided in Section 66.04(2), Wis. Stats. Any
monies, including any income from permitted investments,
remaining in the Borrowed Money Fund after the purposes for which
the Notes have been issued have been accomplished, and, at any
time, any monies as are not needed and which obviously thereafter
cannot be needed for such purposes shall be deposited in the Debt
Service Account.
Section 6. Proceeds of the Notes. All monies received by
resolution shall be legal investments, but no such investment
shall be made in such a manner as would cause the Notes to be
"arbitrage bonds" within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended (the "Code"), or the
Regulations of the Commissioner of Internal Revenue thereunder
responsibility for issuing the Notes, shall certify as to facts,
(the "Regulations"); and an officer of the City, charged with the
Section 7. No Arbitrase All investments permitted by this
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estimates, circumstances and reasonable expectations in existence
on the date of closing which will permit the conclusion that the
Notes are not "arbitrage bonds," within the meaning of the Code
or Regulations.
The City Clerk shall keep books for the registration and for the
transfer of the Notes. The person in whose name any Note shall
be registered shall be deemed and regarded as the absolute owner
thereof for all purposes and payment of either principal or
interest on any Note shall be made only to the registered owner
thereof. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Note to the extent
of the sum or sums so paid.
Section 0. Persons Treated as Owners: Transfer of Notes.
Any Note may be transferred by the registered owner thereof
by surrender of the Note at the office of the City Clerk, duly
endorsed for the transfer or accompanied by an assignment duly
executed by the registered owner or his attorney duly authorized
execute and deliver in the name of the transferee or transferees
in writing. Upon such transfer, the Mayor and City Clerk shall
a new Note or Notes of a like aggregate principal amount, series
and maturity, and the City Clerk shall record the name of each
made to bearer. The City Clerk shall cancel any Note surrendered
transferee in the registration book. No registration shall be
for transfer.
The City shall cooperate in any such transfer, and the Mayor 0 and City Clerk are authorized to execute any new Note or Notes
necessary to effect any such transfer
interest payment date shall be the record dates for the Notes.
Payment of interest on the Notes on any interest payment date
shall be made to the registered owners of the Notes as they
appear on the registration book of the City at the close of
business on the corresponding record date.
The fifteenth day of each calendar month next preceding each
Section 9. ComDliance with Federal Tax Laws. (a) The City
represents and covenants that the projects financed by the Notes
and their ownership, management and use will not cause the Notes
of the Code, and that the City shall comply with the provisions
to be "private activity bonds" within the meaning of Section 141
of the Code to the extent necessary to maintain the tax-exempt
status of the interest on the Notes including, if applicable, the
rebate requirements of Section 148(f) of the Code. The City
Clerk or other officer of the City charged with the
responsibility of issuing the Notes shall provide an appropriate
certificate of the City certifying that the City can and
covenanting that it will comply with the provisions of the Code
and Regulations.
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(b) The City also covenants to use its best efforts to meet
0 the requirements and restrictions of any different or additional
provided that in meeting such requirements the City will do so
federal legislation which may be made applicable to the Notes
only to the extent consistent with the proceedings authorizing
the Notes and the laws of Wisconsin and to the extent that there
is a reasonable period of time in which to comply.
Obliaations. The Notes are hereby designated as "qualified
tax-exempt obligations" for purposes of Section 265 of the
ability of financial institutions to deduct from income for
Internal Revenue Code of 1986, as amended, relating to the
federal income tax purposes, interest expense that is allocable
to carrying and acquiring tax-exempt obligations.
Book-Entrv-Onlv Svstem. In order to make the Notes eligible for
the services provided by The Depository Trust Company, New York,
New York, the City agrees to the applicable provisions set forth
in the Blanket Issuer Letter of Representations previously
executed on behalf of the City and on file in the City Clerk's
off ice.
Section 11. Utilization of The DeDOSitOrY Trust ComDanv
2. The City
authorizes the purchaser to forward the amount of Note proceeds
allocable to the payment of issuance expenses to Resource Bank &
Trust Company, Minneapolis, Minnesota on the closing date for
Ehlers and Associates, Inc.
further distribution as directed by the City's financial advisor, 0
Section 13. Official Statement. The Common Council hereby
approves the Official Statement with respect to the Notes
Official Statement and addenda as "final" for purposes of SEC
including addenda submitted at this meeting and deems the
Rule 15~2-12. All actions taken by officers of the City in
connection with the preparation of such Official Statement and
addenda are hereby ratified and approved. In connection with the
closing for the Notes, the appropriate City official shall
certify the Official Statement and addenda. The City Clerk shall
cause copies of the Official Statement and addenda to be
distributed to the purchaser of the Notes.
The City covenants and agrees, for the benefit of the holders of
the Notes, to enter into a written undertaking (the "Under-
taking") required by SEC Rule 15~2-12 promulgated by the
Securities and Exchange Commission pursuant to the Securities and
Exchange Act of 1934 (the "Rule") to provide continuing
disclosure of certain financial information and operating data
and timely notices of the occurrence of certain events in
accordance with the Rule. The Undertaking shall be enforceable
Section 14. Undertakina to Provide Continuina Disclosure.
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by the holders of the Notes or by the original purchaser(s) of
the Notes on behalf of such holders (provided that the rights of
the holders and the purchaser(s) to enforce the Undertaking shall
be limited to a right to obtain specific enforcement of the
obligations thereunder and any failure by the City to comply with
the provisions of the Undertaking shall not be an event of
default with respect to the Notes).
The City Clerk, or other officer of the City charged with
the responsibility for issuing the Notes, shall provide a
Continuing Disclosure Certificate for inclusion in the transcript
of proceedings, setting forth the details and terms of the City's
Undertaking.
a separate record book and shall record a full and correct
statement of every step or proceeding had or taken in the course
of authorizing and issuing these Notes.
Section 15. Records. The City Clerk shall provide and keep
Section 16. Closinq. The Mayor and City Clerk of the City
are hereby authorized and directed to execute and deliver the
Notes to the purchaser thereof upon receipt of the borrowed
The Mayor and City Clerk may execute the Notes by manual or
funds, accrued interest to date of delivery and premium, if any.
the Notes manually.
facsimile signature, but at least one of said officers shall sign
0 The officers of the City are hereby directed and authorized
to take all steps necessary or convenient to close this issue as
sale thereof; and said officers are hereby authorized and
soon as practicable hereafter, in accordance with the terms of
directed to execute and deliver such documents, certificates and
acknowledgments as may be necessary or convenient in accordance
therewith.
Adopted, approved and recorded January 27, 1998.
Mayor
( SEAL )
Attest:
City Clerk
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adopted. Motion seconded by Alderperson Sanders
by the following vote:
and carried
Alderperson Salentine moved that Resolution No. 14-98 be
Ayes: Patterson, Pionek, Salentine, Sanders, and Slocomb
Nos : None
the Mayor and City Clerk signed same in the appropriate manner in
open meeting.
The Mayor declared the resolution adopted and approved and
(Here occurred business not pertinent to the note issue.)
There being no further business to come before the meeting,
the meeting adjourned.
City Clerk
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EXHIBIT A
UNITED STATES OF AMERICA
STATE OF WISCONSIN
COUNTY OF WAUKESHA
CITY OF MUSKEGO
GENERAL OBLIGATION PROMISSORY NOTE
Number Rate Maturity Date Oriqinal Issue Amount CUSIP
Date of
R- % February 1, 1998 $
FOR VALUE RECEIVED, the City of Muskego, Waukesha County,
Wisconsin, promises to pay to
assigns, the principal amount of
DOLLARS ($
together with interest thereon from February 1, 1998 or the most
recent payment date to which interest has been paid, unless the
date of registration of this Note is after the 15th day of the
calendar month immediately preceding an interest payment date, in
which case interest will be paid from such interest payment date,
at the rate per annum specified above, such interest being
payable on June 1 and December 1 of each year, with the first
interest on this issue being payable on June 1, 1998.
, or registered
) on the maturity date specified above,
a
shall be subject to call and prior payment at the option of the
City in whole or from time to time in part on June 1, 2004 or any
date thereafter at the price of par plus accrued interest to the
date of redemption. The amounts and maturities of the Notes to
be redeemed shall be selected by the City. If less than the
Notes of that maturity which are to be redeemed shall be selected
entire principal amount of any maturity is to be redeemed, the
by lot Notice of such call shall be given by mailing a notice
thereof by registered or certified mail at least thirty (30) days
prior to the date fixed for redemption to the registered owner of
each Note to be redeemed at the address shown on the registration
books
Notes of this issue maturing in the years 2005 through 2007
payable to the registered owner in lawful money of the United
States of America, and for the prompt payment of this Note with
taxes sufficient for that purpose, the full faith, credit and
interest thereon as aforesaid, and the levying and collection of
resources of the City of Muskego, Wisconsin, are hereby
irrevocably pledged. The principal of this Note shall be payable
only upon presentation and surrender of this Note at the office
of the City Treasurer. Interest hereon shall be payable by check
or draft dated as of the applicable interest payment date and
Both principal hereof and interest hereon are hereby made
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QBMKE\4116975.1
mailed from the office of the City Treasurer to the person in
whose name this Note is registered at the close of business on
interest payment date.
@: the fifteenth day of the calendar month next preceding each
This Note is transferable only upon the books of the City
kept for that purpose at the office of the City Clerk, by the
registered owner in person or his duly authorized attorney, upon
surrender of this Note together with a written instrument of
Clerk duly executed by the registered owner or his duly
transfer (which may be endorsed hereon) satisfactory to the City
authorized attorney. Thereupon a new Note or Notes of the same
aggregate principal amount, series and maturity shall be issued
to the transferee in exchange therefor. The City may deem and
treat the person in whose name this Note is registered as the
absolute owner hereof for the purpose of receiving payment of or
on account of the principal or interest hereof and for all other
purposes. The Notes are issuable solely as negotiable,
fully-registered Notes without coupons in authorized
denominations of $5,000 or any whole multiple thereof.
This Note is issued pursuant to the provisions of Section
67.12(12), Wisconsin Statutes, for public purposes, including
paying part of the costs of the construction of a new library,
1998 capital projects and 1998 water projects in the City, and is
authorized by a resolution of the Common Council of the City,
duly adopted by said Common Council at its meeting duly convened
on January 27, 1998, which resolution is recorded in the official
book of its minutes for said date. 0
tax-exempt obligation" for purposes of Section 265 of the
Internal Revenue Code of 1986, as amended.
This Note has been designated by the City as a "qualified
It is hereby certified and recited that all conditions,
things and acts required by law to exist or to be done prior to
have existed and have been performed in due form and time; that
and in connection with the issuance of this Note have been done,
others authorized simultaneously herewith, does not exceed any
the aggregate indebtedness of the City, including this Note and
Wisconsin; and that the City has levied a direct, annual
limitation imposed by law or the Constitution of the State of
irrepealable tax sufficient to pay this Note, together with
interest thereon when and as payable.
exercise any right hereunder shall impair such right or be
No delay or omission on the part of the owner hereof to
considered as a waiver thereof or as a waiver of or acquiescence
in any default hereunder.
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IN WITNESS WHEREOF, the Common Council of the City of
Muskego, Waukesha County, Wisconsin, has caused this Note to be
Mayor and City Clerk, and its corporate seal to be impressed
signed on behalf of said City by its duly qualified and acting
hereon, all as of the date of original issue specified above.
(SEAL)
CITY OF MUSKEGO,
WAUKESHA COUNTY, WISCONSIN
BY BY City Clerk Mayor
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(Form of Assignment)
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
of Assignee)
(Please print or typewrite name and address, including zip code,
Please insert Social Security or other
identifying number of Assignee
the within Note, and all rights thereunder, hereby irrevocably
constituting and appointing
Attorney to transfer said Note on the books kept for the
registration thereof with full power of substitution in the
premises.
Dated:
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the within Note in every
particular, without alteration
or enlargement or any change
whatever.
Signature(s) guaranteed by:
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